0001209191-21-023647.txt : 20210330 0001209191-21-023647.hdr.sgml : 20210330 20210330200916 ACCESSION NUMBER: 0001209191-21-023647 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210326 FILED AS OF DATE: 20210330 DATE AS OF CHANGE: 20210330 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mehta Vikas CENTRAL INDEX KEY: 0001852328 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40256 FILM NUMBER: 21789229 MAIL ADDRESS: STREET 1: C/O ACV AUCTIONS INC. STREET 2: 640 ELLICOTT STREET, #321 CITY: BUFFALO STATE: NY ZIP: 14203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACV Auctions Inc. CENTRAL INDEX KEY: 0001637873 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 472415221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 640 ELLICOTT STREET CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 585-317-0406 MAIL ADDRESS: STREET 1: 640 ELLICOTT STREET CITY: BUFFALO STATE: NY ZIP: 14203 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-03-26 0 0001637873 ACV Auctions Inc. ACVA 0001852328 Mehta Vikas C/O ACV AUCTIONS INC. 640 ELLICOTT STREET, #321 BUFFALO NY 14203 0 1 0 0 Chief Operating Officer Common Stock 2021-03-26 4 J 0 533853 D 0 D Class B Common Stock 2021-03-26 4 J 0 533853 0.00 A Class A Common Stock 533853 533853 D Series D Preferred 2021-03-26 4 C 0 106333 0.00 D Class B Common Stock 106333 0 D Class B Common Stock 2021-03-26 4 J 0 106333 0.00 A Class A Common Stock 106333 640186 D Employee Stock Option (right to buy) 2.00 2021-03-26 4 J 0 491146 0.00 D 2029-03-05 Common Stock 491146 0 D Employee Stock Option (right to buy) 2.00 2021-03-26 4 J 0 491146 0.00 A 2029-03-05 Class B Common Stock 491146 491146 D Restricted Stock Units 2021-03-26 4 J 0 371247 0.00 D Common Stock 371247 0 D Restricted Stock Units 2021-03-26 4 J 0 371247 0.00 A Class B Common Stock 371247 371247 D Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) the sale or transfer of such share of Class B Common Stock, subject to certain exceptions specified in the Issuer's amended and restated certificate of incorporation; (2) the death of the Reporting Person; and (3) the final conversion date, defined as the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 5.0% of the Issuer's then-outstanding Class A and Class B Common Stock; (b) the tenth anniversary of this offering; or (c) the date specified by vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class. Each share of Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis and were reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. One-fourth (1/4th) of the shares subject to the option award vested on January 22, 2020, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock. The RSUs vest with respect to one-sixteenth of the RSUs each quarter over a four-year period beginning on April 1, 2021, subject to the Reporting Person's continuous service. Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock. /s/ Jason Minio, Attorney-in-Fact 2021-03-30